Attached files
| file | filename |
|---|---|
| EX-10.9 - REACH Genetics, Inc. | ex10-9.htm |
| EX-10.8 - REACH Genetics, Inc. | ex10-8.htm |
| EX-10.7 - REACH Genetics, Inc. | ex10-7.htm |
| EX-10.6 - REACH Genetics, Inc. | ex10-6.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 15, 2018
REACH GENETICS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55836 | 47-5326352 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| 4800 Baseline Road | |
| Unit E104-#345 | |
| Boulder, CO 80303 | |
| Registrant’s telephone number, including area code (855) 369-3687 |
DOYEN ELEMENTS, INC
1880 Office Club Pointe Suite 1240
Colorado Springs CO 80920
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and which describe the Company’s future plans, strategies, and expectations, are generally identifiable by use of the words “may”, “will”, “should”, “expect”, “anticipate”, estimate”, “believe”, “intend” or “project”, or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections included in these forward-looking statements will come to pass. The Company’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On May 11, 2018, the Private Placement Memorandum dated March 10, 2018 was amended to reflect the Corporate Name and Address Change.
A copy of the Amended Private Placement Memorandum is annexed hereto as Exhibit 10.6
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR
On May 10, 2018, the Company changed the corporate name and the address, in the state of Nevada, to REACH Genetics Inc., formally known as Doyen Elements Inc..
On May 11, 2018, the Company received a new CUSIP Number for REACH Genetics Inc.
On May 11, 2018, the Company changed the By-Laws to reflect the Company Name change.
A copy of the Amended Articles of Incorporation is annexed hereto as Exhibit 10.7.
A copy of the new CUSIP number is annexed hereto as Exhibit 10.8
A copy of the amended By-Laws is annexed hereto as Exhibit 10.9.
ITEM 8.01 OTHER EVENTS
On May 9, 2018, the company reached a confidential settlement of the lawsuits styled: (1) Geoffrey Thompson v. Doyen Elements, Inc., Cynthia Boerum and Jeff Hranicka, Eighth Judicial District Court, Clark County, Nevada, Case No.A-17-76644-B; and (2) Doyen Elements International, Inc. and Advantameds Solutions US, Inc. v. Doyen Elements, Inc,. Cynthia Boerum, and Jeff Hranicka, Eighth Judicial District Court, Clark County, Nevada, Case No A-18-767861-C. All litigation between these parties has been resolved to the satisfaction of all involved.
Item 9.01 EXHIBITS.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
DATED: MAY 16, 2018
| REACH
GENETICS [Registrant] |
||
| By: | /s/ Cynthia Boerum | |
| Cynthia
Boerum, Chairman, Chief Executive Officer and Chief Financial Officer |
||